26
inwhich said reservations or qualificationsmay arise, both the Chairman of the Audit and
Control Committee and the auditors will have to provide shareholders with a clear
explanationof the content and scope thereof.
The Audit and Control Committee foresees the participation of the external auditors in
certainof themeetings envisaged in each year, as a consequence of the half-yearly review
and of the conclusions of the final audit work. At thesemeetings, the conclusions reached
by the external auditors as a consequence of their work are anticipated and analysed, in
order toavoid theneed to includeanypotential reservation,mentionor qualification in the
auditors' report.
C.1.33
Does the Secretary to theBoardhave the statusof director?
Yes No X
C.1.34
Explain the procedures to appoint and remove the Secretary to the Board, indicating
whether his/her appointment or removal has been reported by the Appointments
Committeeandapprovedby theplenaryBoardmeeting.
Procedure for appointment and removal.
The Board of Directors appoints the Secretary to the Board, whichmay or may not be a
Board Member. As many Deputy Secretaries as necessary may be appointed, either
members or non-members, to assist the Secretary, or substitute him/her in the event of
absence or inability to attend, or should the Office of Secretary not be filled. The
appointment or removal of the Secretary or Deputy Secretary must be reported by the
Appointments andRemunerationCommitteeandapprovedby theplenaryBoardmeeting.
Both the Appointments and Remuneration Committee and the Board of Directors will be
responsible for ensuring that the Secretary and theDeputy Secretary(ies) are chosen from
among prestigious professionals with the ideal qualifications to perform their functions,
and for alsoguaranteeing their independenceand impartiality.
Yes
No
Did theAppointmentsCommittee report theappointment?
X
Did theAppointmentsCommittee report the removal?
X
Did theplenaryBoardmeetingapprove theappointment?
X
Did theplenaryBoardmeetingapprove the removal?
X
Is the Secretary to the Board particularly in charge of ensuring that the good governance
recommendations are followed?
YesX No
Observations
Articles 19.5-e and 19.6-c of the Board of Directors' Regulations establish that the
Secretary to theBoardofDirectorsmust provide special supervision toguarantee the legal
and by-law regularity of the Board's procedures, also verifying compliance with the
provisions of the regulatory bodies, together with their recommendations, and it will
guarantee that theCompany's corporategovernanceprocedures and rules are respected.
